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STANDARD CONDITIONS OF SALE

General

1.1 These conditions ("the Conditions") shall apply to all contracts for the sale of goods between Wanner International Limited whose registered office is at 8 & 9, Fleet Business Park, Sandy Lane, Crookham, Hampshire ("the Seller') and the persons/company named overleaf ("the Buyer') unless otherwise specifically agreed in writing between the Seller and the Buyer.

1.2 Not withstanding any prior agreement, arrangement or discussion, no contract far the sale at the goods described overleaf ("the Goods"), shall exist between the parties until the Seller has issued a written acceptance of the Buyer's order for the Goods.
 
1.3 The Buyer's order and the Seller's written acceptance of it together with these Conditions shall alone constitute the contract for the sale of the Goods ("the Contract") and no variation of the Contract shall be effective unless agreed in writing between the Seller and the Buyer. The signing by the Seller of any of the Buyer's documentation dues not imply a modification of these Conditions. In the case of any conflict between these Conditions and any terms or conditions introduced by the Buyer, the provision of these Conditions shall prevail.

1.4 The Buyer may not cancel this Contract without the written consent of the Seller. The Seller reserves the right to impose such terms as to compensation and indemnity as a condition of such consent as it thinks fit. The buyer shall not assign this Contract without the written consent of the Seller. The Seller shall be entitled in its absolute discretion to refuse consent in any case.

Price

2.1 The price of the Goods shall be the Seller's quoted price in the acceptance of order, or if no price is given the Seller's current list price at the date of acceptance of the order. All prices shall be exclusive of VAT and shall been ex-works from the Seller's UK premises unless otherwise stated. The Buyer shall pay for all delivery, carriage, insurance and special packaging costs. Carriage shall be by carrier nominated by the Buyer or in the absence of such nomination by carrier selected by the Seller as agent for the buyer.

2.2 The price of the Goods quoted by the Seller are not firm (except to the extent expressly agreed otherwise) and the Seller reserves the right by giving written notice to the buyer at any time before delivery to increase the price of the Goods to reflect an increase due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture).

2.3 The Seller may also alter the price, because of any change in delivery dates, quantities or specification for the Goods requested by the Buyer or any delay caused by any instructions of the Buyer or failure of the buyer to give the Seller adequate information or instructions.

Payment

3.1 The Seller shall be entitled to invoice the Buyer for the price of the Goods at the times specified in its quotation (or if not so specified its confirmation of order) and, if no time is specified, on or at any time after delivery of the Goods, unless the buyer wrongfully fails te take delivery of the Goods in which event the seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

3.2 Payment into be made to the Seller in Pounds Sterling no later than 30 days after the invoice date unless the parties have agreed that payment shall be in advance of delivery. If the buyer shall fail to pay any monies owing to the Seller on the due date, the Seller shall (without prejudice to its right or remedies available) be entitled to withhold delivery of any other goods ordered by the Buyer and to charge interest on a daily basis on the monies overdue at the rate of 5% per annum above the base lending rate for the time being of National Westminster Bank plc and until payment in full is made.

3.3 If the Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or a firm) becomes bankrupt or (being a company) or goes into liquidation (otherwise than for the purposes of reconstruction or amalgamation) or an encumbrancer takes possession or a Receiver is appointed over any of the property or assets of the Buyer or the Buyer ceases or threatens to cease to carry on the business and the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation in the Buyer, then the Seller shall be at liberty without prejudice to its rights or remedies forthwith by written notice to the Buyer to determine the Contract for the sale of all or any part of the Goods.

3.4 If the Buyer shall fail to make payment no later than 14 days after the due date for payment or otherwise shall default in any of his obligations to the Seller or commit any breach of the terms of any contract entered into by the Seller with the Buyer, then the Seller shall have the right to terminate the Contract without notice and invoice the Buyer for any work performed and expenses incurred including any loss of profit forthwith and the Buyer shall pay any such invoice so rendered in accordance with the applicable clauses hereof.

3.5 Unless otherwise provided in writing, payment of the Goods shall be made in full and without any deduction notwithstanding any sum due to or claimed or demanded by the Buyer who shall not exercise any alleged right or equity of set off, deduction, consolidation of accounts of lien, or otherwise withhold payment of the whole of any part of any sum due in respect of the Goods.

Delivery

4.1 Unless otherwise provided in writing delivery shall take place when the Goods are made available to the Buyer at the Seller's premises for collection by the Buyer.

4.2 Time for delivery shall not be of the essence unless specifically agreed by the Seller in writing and accordingly any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable to the Buyer for compensation or damages for delayed delivery or any consequential loss of any kind whatsoever for any delay in delivery of the Goods howsoever caused.

4.3 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to the Seiler, the Seller may:-

    4.3.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs(including insurance) of storage; or

    4.3.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the buyer for any shortfall below the price under the Contract.

4.4 Risk of damage to or loss of the Goods shall pass to the Buyer:-

    4.4.1 in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the buyer that the Goods are available for collection; or

    4.4.2 in the case of Goods to be delivered otherwise than at the Seller's premises at the time of delivery to the carrier ar, if the buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
 
4.5 Not withstanding delivery of the Goods and the passing of risk in the Goods, the property in the Goods shall not pass to the Buyer untill the Seller has received in cash or cleared funds all payments due to the Seller.

4.6 Until such time as the property in the Goods shall pass to the Buyer, the Seller shall be entitled to demand the return of Goods which shall be forthwith delivered up to the Seller. The Buyer further undertakes to indemnity the Seller in respect of all costs expenses damages and claims of any description material to the recovery of the said Goods from the Buyer or any third party as aforesaid. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable. 

4.7 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property, and (save as expressly agreed in writing but so that no right to resell shall remain after any event as mentioned in clause 3.3 occurs), the Buyer shall not be entitled to resell the Goods. If, in breach of this clause the Buyer shall resell the Goods, it shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds properly stored, protected and insured.

Force Majeure

5.1 Notwithstanding any other provisions hereof should the manufacture, supply or Delivery of the whole or any parts of the Goods be interrupted prevented or hindered by any cause or causes whatsoever beyond the Seller's control, the Seller shall be entitled to postpone, cancel or suspend delivery of the Goods or any part thereof until (in the Seller's judgement) such cause has ceased to operate. The Seller shall be under no liability to the Buyer whatsoever in respect of such postponement, cancellation or suspension. Without limiting the generality of the causes referred to above the same shall include war, fire, accident, breakdown of plant or machinery, strikes, combinations of workmen and lockouts (whether affecting the Seller's works or those supplying Contractors or Carriers), non-delivery or delay in delivery of materials or the Goods.
 
Liability

6.1 Subject to the conditions set out below the Seller warrants that at the time of delivery the Goods will correspond with their specification and description appearing in the Seller's acknowledgement of order and will be free fom defects in material for a period of 12 months from delivery. All descriptions and illustrations contained in any of the Sellers catalogues, price lists and advertisements or otherwise communicated to the Buyer are intended merely to present a general ideal of the Goods described therein and nothing contained in any of them shall form any part of the Contract. Notwithstanding that a sample of the Goods may have been exibited to and inspected by the Buyer It is hereby agreed that such sample was so exhibited and inspected solely to enable the Buyer to judge for itself the quali-ty of the Goods and not so as to constitute a sale by sample under this contract. Examination of the components or arti-cles comprised in the Goods shall be deemed to have been made by or on behalf of the Buyer at the date of delivery.

6.2 This above warranty is given by the Seller subject to the following conditions:-

    6.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

    6.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Sellers approval;
   
    6.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

    6.2.4 the above warranty extends to parts only and the Seller shall be entitled to charge for time spent in effecting any repair, at a time spent basis at the Sellers then standard rates of charge for replacing any defective part; and

    6.2.5 the defective Goods or any part thereof shall have been returned properly packed with all freight charges prepaid to the Seller or such other repair location specified by the Seller.

6.3 Subject as expressly provided in the Contract, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statue or comman law are excluded to the fullest extent permitted by law. Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions Restictions on Statements Order 1976) the statutory rights of the Buyer are not affected by these Conditions.

6.4 No claim for damaged Goods for shortages or for non-delivery will be accepted by the Seller unless written notice of such damage or shortage is received by the Seller within 7 days of receipt of the Goods by the Buyer or within 7 days of the defect being discovered where the defect could not reasonably have been discovered earlier or (in case of non-delivery) 3 days from the date on which the Goods could in the normal course of events have been expected to be received by the Buyer.

6.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in ascendance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Sellar's sole discretion, refund to the Buyer the price of the Goods or a fair proportion of the price, but the Seller shall base no further liability to The Buyer.

6.6 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term or any duty at common law, or under the express terms of the Contract, for any indirect or consequential loss or damage (whether for loss or profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods (exclusive of VAT).

6.7 Nothing in this Agreement shall limit any liability or any remedy arising from any fraudulent misrepresentation or any other fraudulent act or omission by or on behalf of any party to this Agreement.
 
Patent Indemnity

7 No representation, warranty or indemnity in given by the Seller that the sale or use at the Goods does not infringe any Letters Patent, Trade Marks, Registered Designs, Copyright or other industrial rights and in this respect the Buyer shall take such title to the Goods on the Seller has.
 
Arbitration

8 Any dispute or difference arising out of this contract shall, if the Sellar has elected by notice in writing to the Buyer, be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within fourteen days of the receipt by the Buyer of such notice as aforesaid, of some person appointed by the President for the time being of The Law Society of England and Wales and upon the giving of such notice this shall be deemed to be a submission to arbitration within the meaning of the Arbitration Acts 1950-1979 or any statutory modification thereof for the time being in force.
 
Applicable Law

9 The Contract shall be governed by read and construed and take effect in all respects in accordance with the Laws of England and the Buyer hereby submits to the jurisdiction of the English Courts for the purpose but that the Seller may enforce this Contract in any part of the world.